Memorandum of Understanding between CMB & 41ST. Business Improvement District, Inc '2.023— 32.191
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND
THE 41ST ST. BUSINESS IMPROVEMENT DISTRICT, INC.
NOV 1 8 2024
This Memorandum of Understanding("MOU") is hereby entered into as of the day
of August, 2024 (the "Execution Date"), by and between the CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation organized and existing under Florida law, with principal
offices at 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"), and the 41st
ST. BUSINESS IMPROVEMENT DISTRICT, INC., a Florida not-for-profit corporation with
principal offices at 975 Arthur Godfrey Road, Suite 600, Miami Beach, Florida 33140 (the "41St
Street BID" or"BID") (collectively, the City and the 41St Street BID may hereinafter be referred
to as the"Parties").
RECITALS
WHEREAS,on March 27,2023,the Mayor and City Commission adopted Resolution No.
2023-32544,which created, pursuant to Chapter 170, Florida Statutes, and subject to the approval
of a majority of the affected property owners, a special assessment district to be known as the 41'
Street Business Improvement District (the "District"), for a term of ten (10) years, to stabilize and
improve that certain area of the City, through promotion, management, marketing, and other
similar services;and which provides for the levy and collection of special assessments,which shall
increase by five (5%) percent every two (2)years; and
WHEREAS, the District shall consist of those commercial properties abutting 4lSt Street/
Arthur Godfrey Road, and which are generally bounded on the west by Alton Road, and on the
east by Indian Creek Canal; provided, however, that the following types of properties shall be
excluded and exempted from the District: (1) residential properties; (2) any property owned by a
City, County, State, or Federal governmental entity or school district; and (3) any property owned
or occupied by a religious institution and used as a place of worship or education (as defined in
Section 170.201(2), Florida Statutes); and
WHEREAS, on April 28, 2023, the Mayor and City Commission adopted Resolution No.
2023-32566, which called for a special mail ballot election to be held from June 5, 2023 to June
27, 2023, to determine whether a majority of the affected property owners approved the creation
of the District(the "Election"); and
WHEREAS, on May 17, 2023, pursuant to Chapter 170, Florida Statutes, the Mayor and
City Commission adopted Resolution No. 2023-32601, setting a public hearing for July 26, 2023,
subject to approval of creation of the District by a majority of the affected property owners in the
Election,for owners ofthe property to be assessed,or any other interested persons,to appear before
the City Commission and be heard as to the propriety and advisability of making such
improvements and providing such services (and funding them with special assessments on
property),as to the cost thereof, as to the manner of payment therefor,and as to the amount thereof
to be assessed against each property so improved; and
WHEREAS,pursuant to the Election,a majority of the affected property owners approved
the creation of the District, as follows: thirty-four(34) ballots were cast in favor of creation of the
District, nine (9) ballots were cast in opposition, one (1) ballot was rejected as improperly cast,
and eighteen (18) ballots were not returned; and
WHEREAS,on June 28,2023,the Mayor and City Commission approved Resolution No.
2023-32630, adopting the Official Election Certificate of the Canvassing Board for the Election
(Exhibit "A"); and
WHEREAS, following the duly noticed public hearing on July 26, 2023, the Mayor and
City Commission voted to levy the special assessments upon the affected property owners; and
WHEREAS, immediately thereafter, pursuant to Section 170.08, Florida Statutes, the
Mayor and City Commission met, as an equalizing board, to hear and consider any and all
complaints as to the special assessments, and to adjust and equalize the assessments on a basis of
justice and right, following which, the Mayor and City Commission approved Resolution No.
2023-32715, approving the final assessment roll for the District; and
WHEREAS, the 4l s` Street BID shall apply for a tax exemption under the pertinent
section(s) of the Internal Revenue Code; and
WHEREAS,the City and the 41st Street BID desire to enter into this MOU to set forth the
obligations of the Parties with respect to the administration of the District.
NOW,THEREFORE, in consideration of the foregoing, the Parties agree as follows:
1. Recitals. The foregoing Recitals are true and correct and are hereby incorporated into and
made a part of this MOU.
2. Purpose. The purpose of the 415t Street BID is to foster the growth and vitality of the 41St
Street retail corridor, a vital thoroughfare that connects people and businesses in Miami
Beach, through promotion, management, marketing, and other similar services, as
specifically authorized under Section 170.01, Florida Statutes.
3. Mission. In furtherance of its purpose, the 41St Street BID will encourage a spirit of
cooperation and the maintenance of high standards among its property owners and tenants
and will work toward increasing commercial and community activity within the District.
The 41St Street BID will pursue these goals by:
a. supporting the growth and vitality of the 41St Street corridor, including economic
development .and advocacy initiatives (including, but not limited to making
advisory recommendations regarding private development projects, master
planning exercises, and/or public improvement projects, including projects
funded through the City's General Obligation Bond Program);
b. transforming 41St Street into a thriving commercial hub that attracts a diverse
mix of businesses and amenities which serves the needs of visitors and the
surrounding community; and
c. prioritizing business needs and creating a synergy among property owners and
tenants that caters to everyone; and
d. advancing the 41st Street BID's vision for the future,which combines merchants
and uses, to ensure a vibrant and pedestrian-friendly 41st Street, and enhances
the area's commercial, cultural, and social fabric.
4. Corporate Documents. The Articles of Incorporation filed with the State of Florida, and a
draft of the proposed Bylaws that will be presented for adoption by the inaugural Board of
Directors of the 41st Street BID (the "Board of Directors"), are attached hereto and
incorporated herein as Composite Exhibit"B". The Articles of Incorporation, and Bylaws
that are adopted and/or amended by the 41st Street BID, shall be the same as, or
substantially the same as, those attached in Composite Exhibit "B".
The 41st Street BID shall provide the City with advance notice in writing of any proposed
change to the Articles of Incorporation or Bylaws, as well as the date, time, and location
of the noticed meeting at which the Board of Directors shall consider such proposed
change. The City shall be afforded an opportunity to provide written comments and/or
address the Board of Directors regarding any such change.
5. Term and Expiration Date. This MOU and the Parties' obligations hereunder shall be
deemed to have commenced on October 18, 2023 ("Effective Date") and shall terminate
on the earlier of the expiration of the District, the dissolution of the 41' Street BID, the
exercise of any of the provisions in Section 18 of this MOU, or upon mutual written
agreement of the Parties.
6. Scope of Services. In consideration of the revenue generated by the District from collection
of special assessments, the 41st Street BID shall provide, at a minimum, the services set
forth in the Budget, Budget Narrative, and Summary of Services, attached hereto and
incorporated herein as Composite Exhibit "C." In addition to the Services described in
Composite Exhibit C, the BID shall provide the following:
a. District Website. Commencing in Fiscal Year 1 (October 1, 2023 — September
30,2024),the BID shall maintain an official District website which shall include,
at a minimum: a BID Board of Directors roster (including names, business
affiliations, and email addresses); all BID meeting agendas and approved
minutes; a current copy of the BID Bylaws; all annual reporting and financial
statements provided to the City; a calendar of events; and contact information
for the President and Executive Director. All information required to be posted
on the official District website shall be maintained on the website for a minimum
of five (5) years.
b. Newsletter. Commencing in Fiscal Year 1, the BID shall distribute a newsletter
(in electronic or print media format) to every Member and tenant of a Member,
at least every three months, that includes,but is not limited to, a directory of the
current Board of Directors, staff, contact information, promotional strategy
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efforts, and information related to City affairs, public projects, programs and
events, and business revitalization activities.
c. Business Community Impact. The Annual Budget shall reflect the evolving
needs of the District. It shall contain dedicated funding for business impact
efforts to attract new businesses and promote, assist and improve existing
businesses;elements may include,but are not limited to,advocacy,supplemental
services to promote security/safety and sanitation/maintenance of public spaces,
and implementing programs to ensure the District remains prosperous and
provides for the well-being of stakeholders.
7. City's Authorized Representative. As provided for in the Bylaws, the City's Authorized
Representative shall serve as a non-voting, ex-officio member of the Board of Directors.
The City Manager shall have the sole and final authority to select the City appointee.
8. Collection of Assessments. The City shall be responsible for the collection of special
assessments levied to fund the District, in accordance with the following procedure:
a. Invoicing. The City shall invoice each affected property owner for payment of
the assessments levied to fund the District on or before December 15th of each
year("Invoice Date").
b. Payment. The assessment shall be payable within thirty (30) days in one (1)
annual installment, on or before January 15th. Payments shall be made payable
to the Finance Director of the City, or designee, 1700 Convention Center Drive,
3rd Floor, Miami Beach, FL, 33139.
c. Remittance by City. The City shall, on a monthly basis, electronically remit the
assessments collected to the 41'Street BID.
d. Liens. Assessments not paid when due shall become due and payable in
accordance with statutory provisions and shall remain liens, coequal with the
lien of all state, county, district, and municipal taxes, superior in dignity to all
other liens, titles, and claims until paid, and shall bear interest, at such rates as
specified in Section 170.09, Florida Statutes.
e. Authority to Collect. Notwithstanding the provisions of this Section, the 41'
Street BID may elect to transfer the responsibility to collect the assessments from
the City to the Miami-Dade County Property Appraiser, provided that the 41st
Street BID must first notify the City in writing of such election on or before.April
1 of the preceding fiscal year.
f. Biannual Assessment Survey&Report. The Parties agree and acknowledge that
Resolution 2023-32544 provides for a 5% increase, every two years, to the
amount of the District's annual assessments (the `Biannual Increase"). Twelve
(12) months prior to the Invoice Date for each Biannual Increase,the BID shall
provide the City with a report detailing the current status of all affected
properties, identifying any vacant properties, and stating whether any change to
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the use of a property requires the City to revise the property's annual assessment
amount as set forth in the final assessment roll approved by City Commission
Resolution No. 2023-32715. In preparation of this report, the BID shall conduct
a comprehensive survey of then-existing businesses and vacant storefronts.
9. City Administrative Fee. The service of administering the BID, including billing property
owners for the BID assessment and the processing of those funds, is a key role in the
implementation and continuation of the 4151 Street BID. Commencing in Fiscal Year 2,the
City shall charge, and the 4151 Street BID shall pay to the City, no later than January 315t
of each year, an annual administrative fee for the City's administration of the District and
its assessment collection process(the"City Administrative Fee").This City Administrative
Fee shall be in an amount equal to one percent (1.0%) of the assessments remitted to the
41St Street BID by the City in the previous fiscal year.
10. Reimbursement of City's Expenses. Notwithstanding the City Administrative Fee,the 41St
Street BID shall reimburse the City for actual costs and out-of-pocked expenses incurred
("Reimbursable Expenses"). Examples of Reimbursable Expenses include, but are not
limited to, bank transfer fees, postage, mailing supplies for invoices and any other notices
required by law, and expenses incurred by the City in the course of remitting the
assessments to the BID and collecting unpaid assessments, including, without limitation,
the cost of recording liens, court costs, and filing fees. The City shall deduct any such
Reimbursable Expenses from the City's remittances to the 4151 Street BID, and
concurrently deliver an invoice detailing the Reimbursable Expenses deducted from the
remittance.
11. Budget Preparation. The 41St Street BID shall not have the power to expend assessment
funds in excess of that which is provided for in the Budget for the current fiscal year, except
the 41' Street BID may enter into contractual commitments scheduled in years following
the then current fiscal year. Any such commitment shall be binding upon the 41St Street
BID and shall be included in the budget of the 4151 Street BID in any and all fiscal years in
which any payments required to be made thereunder shall become due and payable.
Furthermore, any proposed budget which includes an increase in an amount equal to or
greater than twenty (20%) percent of the budget for the then-current fiscal year must be
provided to the City's Authorized Representative and the City Manager, or designee, no
less than thirty (30) days prior to a meeting at which the BID's Board of Directors shall
consider the proposed budget. Notwithstanding the foregoing, for proposed budgets
prepared every two years, when the special assessments levied upon affected properties
within the District increase by five (5%) percent, if the proposed budget increases in an
amount equal to or greater than twenty-five (25%) percent of the budget for the current
fiscal year,the proposed budget must be provided to the City's Authorized Representative
and the City Manager, or designee, no less than thirty (30) days before consideration by
the BID Board of Directors.
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12. Reporting to Mayor. City Commission and City Manager. On an annual basis, the 41st
Street BID shall prepare and submit to the Mayor, City Commission and City Manager,the
following documents. Timely submission of these reports is a material obligation of the
BID pursuant to this MOU.
a. Annual Budget. An annual budget accurately itemizing all estimated revenue
and expenses for the succeeding fiscal year beginning October 1St. The City
Commission's review of the 41St Street BID's budget shall be limited solely to a
determination of the legality of the expenditures. Each draft and final Annual
Budget shall include: (a) budgeted amounts; (b) narrative describing the
proposed activities conducted within the District during the fiscal year; (c) the
estimated costs, by category, of performing all activities planned for the fiscal
year; (d) any estimated amount of surplus or deficit in assessments to be carried
over from the then current fiscal year into the immediately following fiscal year;
and (e) any anticipated other revenue and/or expenses to be received by the BID
in the immediately following fiscal year that will be expended on activities.The
Annual Budget is due to the City on August 1' of each year.
b. Annual Report. An annual report detailing BID activities during the preceding
fiscal year, including detailed information documenting the accomplishment of
the programming and activities outlined in the preceding year's Annual Budget.
The Annual Report shall report the following data (the"Performance Metrics"):
(i) gain or loss (including net gain or loss) in number of businesses; (ii) ground
floor vacancy inventory and rate; (iii) average rental rate per square foot; (iv)
current contact information for District Member ownership, representatives,
tenants and staff. The Annual Report is due to the City on August 1 St of each
year.
c. Quarterly Report. A quarterly report detailing the Performance Metrics, as
described in Section 12 (b) will be due to the City on or before the last day of
each quarter of the fiscal year.
13. Competence and Training. As members of the Board of the 41st Street BID, which will
expend and oversee the use of special assessments levied by the City of Miami Beach,the
Board of Directors shall be required to maintain a level of competence and remain
reasonably up to date on Federal and State laws and regulations applicable to nonprofit
corporations and special assessment districts organized under Florida law. Such level of
competence shall be similar to other similar not-for-profit business improvement districts
in South Florida. This shall include, without limitation, attending orientations (upon
election to the Board) and regular training seminars. Such training shall include,but not be
limited to, Chapter 189, Florida Statutes, known as the Uniform Special District
Accountability Act; Florida's Government-in-the-Sunshine Law, set forth in Chapter 286,
Florida Statutes;the Public Records Act,set forth in Chapter 119, Florida Statutes;and any
other state requirement governing accountability and oversight of special taxing or special
assessment districts.
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14. Uniform Special District Accountability Act. The Parties acknowledge and agree that the
District is an independent special district as defined in the Uniform Special District
Accountability Act, which is set forth in Chapter 189, Florida Statutes. As such, the 41'
Street BID shall fulfill and comply with all applicable requirements of Chapter 189,Florida
Statutes, as may be amended from time to time. The 4151 Street BID's compliance with
Chapter 189 is a material term of this MOU.
15. Sunshine Law. All meetings of the Board of Directors, Executive Committee, or general
membership of the 41st Street BID shall be publicly noticed and open to the public, and
minutes shall be taken,pursuant to Chapter 286, Florida Statutes, as may be amended from
time to time.
16. Public Records Law. The 41' Street BID shall be subject to Florida Public Records Law
including, without limitation, Chapter 119,Florida Statutes, as may be amended from time
to time.
17. Conflict of Interest. The 4151 Street BID herein agrees to adhere to and be governed by all
applicable laws as it relates to conflicts of interest including,without limitation, Section 2-
11.1 of the Code of Miami-Dade County (the County's Conflict of Interest and Code of
Ethics Ordinance), as may be amended from time to time, and by Chapter 2,Article VII of
the City Code,as may be amended from time to time(collectively,the"Conflict Statutes"),
both of which are incorporated by reference as if fully set forth herein.The 41'Street BID
covenants that, in connection with its performance of this MOU, it presently has no interest
and shall not acquire any interest, directly or indirectly, which could constitute a conflict
of interest, as described under the Conflict Statutes. The 415' Street BID further covenants
that in the performance of this MOU,the BID shall not employ any person having any such
conflict of interest.
18. Termination for Cause. If the 41' Street BID shall fail to fulfill in a timely manner, or
otherwise violates, any of the covenants,agreements, or stipulations material to this MOU,
the City, through its City Manager, shall thereupon have the right to terminate this MOU
for cause. Prior to exercising its option to terminate for cause, the City shall notify in
writing the 41' Street BID of its violation of the particular terms) of this MOU, and shall
grant 41' Street BID thirty (30) days to cure such default, provided however that if the
default cannot be reasonably cured within such time period, the 41st Street BID shall not
be in breach of this MOU if the 415t Street BID commences to cure the breach within such
time period and in good faith continues to cure the breach, but in no event shall such time
period for cure be extended beyond ninety (90) days.
If such default remains uncured after the time period set forth above,the City may terminate
this MOU without further notice to 415' Street BID. Upon termination, the City shall be
fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue
of, this MOU. In the event that the City terminates this MOU for cause, and once the 41'
Street BID's outstanding financial obligations have been satisfied, all remaining
unexpended special assessment revenue shall be remitted to the City and returned by the
City to the owners of property within the District on a pro rata basis, based on each
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property owner's proportionate share of the total annual special assessments due to the
District.
Notwithstanding the above, the 41st Street BID shall not be relieved of liability to the City
for damages sustained by the City by any breach of the MOU by the 41" Street BID. The
City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable
actions that it deems to be in its best interest in order to enforce the City's rights and
remedies against the 41st Street BID. The City shall be entitled to recover all costs of such
actions, including reasonable attorneys' fees.
19. Indemnification. The 41" Street BID agrees to indemnify and hold harmless the City, and
its officers, employees, agents, and contractors, from and against any and all actions
(whether at law or in equity), claims, liabilities, losses, and expenses, including, but not
limited to, attorneys' fees and costs, for personal, economic, or bodily injury, wrongful
death, or loss of or damage to property, which may arise or be alleged to have arisen from
the negligent acts, errors, omissions or other wrongful conduct of the 41" Street BID, its
officers, employees,agents, contractors, or any other person or entity acting under the 41"
Street BID's control or supervision, in connection with, related to, or as a result of the 41"
Street BID's performance of the services pursuant to this MOU. To that extent, the 4lst
Street BID shall pay all such claims and losses and shall pay all such costs and judgments
which may issue from any lawsuit arising from such claims and losses and shall pay all
costs and attorneys' fees expended by the City in the defense of such claims and losses,
including appeals. The provisions of this Section and of this indemnification shall survive
termination or expiration of this MOU.
20. Choice of Law. Venue, and Waiver of Jury Trial. This MOU shall be construed in
accordance with the laws of the State of Florida.This MOU shall be enforceable in Miami-
Dade County, Florida, and if legal action is necessary by either party with respect to the
enforcement of any or all of the terms or conditions herein, exclusive venue for the
enforcement of this MOU shall lie in Miami-Dade County, Florida. By entering into this
MOU,the 41St Street BID and the City expressly waive any rights either party may have to
a trial by jury of any civil litigation related to or arising out of this MOU.
21. Limitation of Liability. The City desires to enter into this MOU only if in so doing, the
City can place a limit on the City's liability for any cause of action, for money damages
due to an alleged breach by the City of this MOU, such that its liability for any such breach
shall never exceed $200,000. The 41" Street BID expressly acknowledges its willingness
to enter into this MOU with a limitation on recovery from the City for any damages and/or
action for breach of contract in an amount not to exceed $200,000.
Accordingly, and notwithstanding any other term or condition of this MOU,the 41st Street
BID hereby agrees that the City shall not be liable to the BID for damages in an amount in
excess of $200,000, for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this MOU.
Nothing contained in this section or elsewhere in this MOU is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28,
Florida Statutes.
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22. Audit and Inspections. Upon reasonable written notice to the 41St Street BID, and at any
time during normal business hours (i.e., 9:00 am — 5:00 pm, Monday through Friday,
excluding nationally recognized holidays),and as often as the City Manager may, in his/her
reasonable discretion and judgment, deem necessary, the 41St Street BID shall make
available to the City Manager, and/or such representatives as the City Manager may deem
to act on the City's behalf, to audit, examine, and/or inspect, any and all other documents
and/or records relating to all matters covered by this MOU. The 41St Street BID shall
maintain any and all such records at its place of business at the address set forth in section
25 (Notices) herein. In addition to the provisions in this section, the 41' Street BID shall
also comply with the audit and reporting requirements set forth in Chapter 189, Florida
Statutes.
23. Inspector General.
a. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis,
perform reviews, audits, inspections, and investigations on all City contracts,
throughout the duration of said contracts. This random audit is separate and
distinct from any other audit performed by or on behalf of the City.
b. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present, and proposed City programs, accounts,
records, contracts and transactions. In addition, the Inspector General has the
power to subpoena witnesses, administer oaths, require the production of
witnesses and monitor City projects and programs. Monitoring of an existing
City project or program may include a report concerning whether the project is
on time, within budget and in conformance with the contract documents and
applicable law.The Inspector General shall have the power to audit, investigate,
monitor, oversee, inspect, and review operations, activities, performance and
procurement process including but not limited to project design, bid
specifications, (bid/proposal) submittals, activities of the BID, its officers,
agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
Pursuant to Section 2-378 of the City Code, the City is allocating a percentage
of its overall annual contract expenditures to fund the activities and operations
of the Office of Inspector General.
c. Upon ten (10) days written notice to the BID,the BID shall make all requested
records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor, oversee,
inspect and review operations activities, performance and procurement process
including but not limited to project design, bid specifications, (bid/proposal)
submittals, activities of the BID, its officers, agents and employees, lobbyists,
City staff and elected officials to ensure compliance with the contract documents
and to detect fraud and corruption.
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d. The Inspector General shall have the right to inspect and copy all documents and
records in the BID's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but
not limited to original estimate files, change order estimate files, worksheets,
proposals and agreements from and with successful subcontractors and
suppliers,all project-related correspondence,memoranda, instructions,financial
documents, construction documents, (bid/proposal) and contract documents,
back-change documents, all documents and records which involve cash,trade or
volume discounts, insurance proceeds, rebates, or dividends received, payroll
and personnel records and supporting documentation for the aforesaid
documents and records.
e. The BID shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this MOU, for examination, audit, or reproduction, until three
(3) years after final payment under this MOU or for any longer period required
by statute or by other clauses of this MOU. In addition:
i. If this MOU is completely or partially terminated, the BID shall
make available records relating to the work terminated until three
(3)years after any resulting final termination settlement; and
ii. The BID shall make available records relating to appeals or to
litigation or the settlement of claims arising under or relating to this
MOU until such appeals, litigation, or claims are finally resolved.
iii. The provisions in this section shall apply to the BID, its officers,
agents, employees, subcontractors, and suppliers. The BID shall
incorporate the provisions in this section in all subcontracts and all
other agreements executed by the BID in connection with the
performance of this MOU.
f. Nothing in this section shall impair any independent right to the City to conduct
audits or investigative activities. The provisions of this section are neither
intended nor shall they be construed to impose any liability on the City by the
BID or third parties.
24. Independent Contractor/No Joint Venture. This MOU shall not constitute or make the
Parties a partnership or joint venture. For the purposes of this MOU, the 41St Street BID
shall be deemed to be an independent contractor, and not a partner, agent, agency,
department,or ad hoc committee of the City.No,agent or employee of 41'Street BID shall
attain any rights or benefits under the Civil Service or Pension Ordinance of the City, or
any right generally afforded classified or unclassified employees, including annual leave
and sick day accrual. Further, no agent or employee of the 41'Street BID shall be deemed
entitled to Florida Worker's Compensation Benefits as an employee of the City or
accumulation of sick or annual leave.
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25. Notices. All notices and communications in writing required or permitted hereunder, shall
be delivered personally to the representatives of the 41St Street BID and the City listed
below, or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid,
or by a nationally recognized overnight delivery service.
Unless changed by notice in writing, all such notices and communications shall be
addressed as follows:
To the BID: President
41St ST. Business Improvement District, Inc.
975 Arthur Godfrey Road, Suite 600
Miami Beach, Florida 33140
With a copy to: Executive Director
41St ST. Business Improvement District, Inc.
975 Arthur Godfrey Road, Suite 600
Miami Beach, Florida 33140
To the City: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to Economic Development Department Director
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Notice may also be provided to any other address designated by the party to receive notice
if such alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. In the event an alternate notice address is properly
provided, notice shall be sent to such alternate address in addition to any other address
which notice would otherwise be sent, unless other delivery instruction is specifically
provided for by the party entitled to notice. Notice shall be deemed given on the day on
which personally served, or the day of receipt by either U.S. certified mail or overnight
delivery.
26. Changes and Additions. This MOU cannot be modified or amended without the express
written consent of the Parties. No modification, amendment, or alteration of the terms or
conditions contained herein shall be effective unless contained in a written document
executed with the same formality and of equal dignity herewith.
27. Severability. If any term or provision of this MOU is held invalid or unenforceable, the
remainder of this MOU shall not be affected, and every other term and provision of this
MOU shall be deemed valid and enforceable to the fullest extent permitted by law.
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28. Entirety of Agreement. The City and 4151 Street BID agree that this MOU constitutes the
entire agreement between the Parties. This MOU supersedes all prior negotiations,
correspondence, conversations, agreements or understandings applicable to the matters
contained herein,and there are no commitments,agreements or understandings concerning
the subject matter of this MOU that are not contained in this document.Title and paragraph
headings are for convenient reference and are not intended to confer any rights or
obligations upon the Parties to this MOU. •
[Signature Pages to Follow]
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IN WITNESS WHEREOF,the Parties hereto have affixed their signatures,effective on the
day first above written.
CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: By: •. ` t►
Rafaelranado Eric Carpenter
City Clerk City Manager
NOV 1 8 2024
Date ;Wi. : Date
: ..
ItICOR° ORKTED
APPROVED AS TO
FORM & LANGUAGE
ELUTION
...171
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City Attorney Date
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41ST ST. BUSINESS IMPROVEMENT
DISTRICT, INC., a Florida Not for Profit
Corporation
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Signature Ira Gil er
President
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APPROVED AS TO
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City Attorney ov__ Date
14
EXHIBIT"A"
Official Election Certification of the Canvassing Board
A-I
, A i\\ A p pAr. H
SPECIAL MAIL BALLOT ELECTION HELD IN THE CITY OF MIAMI BEACH
FROM JUNE 5, 2023 TO JUNE 27, 2023,
TO DETERMINE WHETHER A MAJORITY OF THE AFFECTED PROPERTY OWNERS
APPROVE THE CREATION OF A SPECIAL ASSESSMENT DISTRICT
TO BE KNOWN AS THE 415T STREET BUSINESS IMPROVEMENT DISTRICT
**OFFICIAL ELECTION CERTIFICATION OF THE CANVASSING BOARD**
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
We, the undersigned, Rafael E. Granada, City Clerk; Faroat Andasheva, Senior Assistant City
Attorney; and Rogelio A. Madan, Development & Resiliency Officer, Planning Department,
constituting the Canvassing Board for the Special Mail Ballot Election to approve the creation of
the 41sT Street Business Improvement District, do hereby certify that we met on the 27th day of
June 2023, and proceeded to publicly count the votes cast.
We do hereby certify the results as follows:
Shall 41st Street Business Improvement District be created for a term of 10 years, with
estimated annual budget of $195,246, to stabilize and improve properties abutting West
41st Street/Arthur Godfrey Road, between Alton Road on the west and Indian Creek Canal
on the east,through promotion,management,marketing,and other similar services,which
District shall be funded by special assessments against benefited properties, with
assessments increasing by 5% every two (2) years?
34 YES VOTES
9 NO VOTES
18 UNRETURNED BALLOTS
1 REJECTED BALLOTS'
Duplicates of the same ballot have been counted as one rejected ballot.
A ASSING BOARD
Rafael E. Granado
City Clerk
Faroat Andasheva
• sistant City Attorney
Rogelio A. Madan
Development& Resiliency Officer
Planning Department
Date: June 27, 2023
F:\CLER\CLER\000 ELECTION\0000 2023 41st Street BID\FORMS141BID CANVASSING BOARD.docx
' Duplicates of the same ballot have been counted as one rejected ballot.
COMPOSITE EXHIBIT"B"
Articles of Incorporation and Draft Bylaws
ARTICLES OF INCORPORATION
OF THE
41ST ST. BUSINESS IMPROVEMENT DISTRICT, INC.
(A Florida Not for Profit Corporation)
The undersigned, a natural person over the age of 18, hereby files these Articles of
Incorporation of4lst St. Business Improvement District, Inc. (hereafter referred to as the
"Corporation"), in compliance with Chapter 617, Florida Statutes, the Florida Not For Profit
Corporation Act(the "Act").
ARTICLE 1 — NAME
The name of the corporation shall be 41st ST. BUSINESS IMPROVEMENT DISTRICT,
INC.
ARTICLE 2— PLACE OF BUSINESS
The principal place of business of the corporation shall be 975 41st St. Suite #600,
Miami Beach, FL 33140 or such other place as the Board of Directors may designate
from time to time.
ARTICLE 3— PURPOSES
The general purpose of the Corporation is to foster economic development and
community revitalization in the geographic area designated as the 41st St. Business
Improvement District (BID). The Corporation shall provide funding for services that will
support the growth and vitality of the 41st Street Corridor, including economic
development, advocacy initiatives, and monitoring of the General Obligation Bond
improvements and master planning for the district. The Corporation shall be controlled
by the property owners abutting 41st St. (also known as Arthur Godfrey Rd.) as
designated in the 41st St. Business Improvement District Assessment Roll by the City of
Miami Beach provided, however, that the following properties are exempted and
excluded from the District (1) residential properties, (2) properties owned or occupied by
a religious institution and used as a place of worship or education (as defined in Section
170.201(2), Florida Statutes), (3) public property, and (3) common areas owned by
condominium associations. The District is a special assessment district created by the
Mayor and City Commission of the City of Miami Beach, pursuant to Chapter 170,
1
Florida Statutes, and approved by majority vote of the affected property owners in the
special mail ballot election held pursuant from June 5, 2023 through June 27,2023.
ARTICLE 4—TAX EXEMPT STATUS
4.1 The Corporation is a not-for-profit corporation organized to provide a broad
source of support for businesses in the District. It is the express purpose of these
Articles of Incorporation to limit the authority, powers and purposes of the Corporation
and to require the Corporation to conform to the limitations set forth in the Code with
reference to organizations which are exempt front tax under section 501(c)(6) of the
Code, and nothing herein shall be construed to grant to the Corporation any powers or
purposes not contemplated and authorized under the Code. No substantial part of the
assets or the net earnings of the Corporation shall inure to the benefit of, nor be
distributed to, any officer, director or member of the Corporation, or to any other private
person, in such a fashion as to constitute an application of funds not within the purpose
of exempt organizations described in the Code. However, reimbursement for
expenditures or the payment of reasonable compensation for services rendered to the
Corporation shall not be deemed to be a distribution of earnings or assets.
4.2 In the event of the complete or partial liquidation or dissolution of the
Corporation, whether voluntary or involuntary, the balance of all money and other
property received by the Corporation from any source, after the payment of all debts
and obligations of the Corporation, shall be distributed to the City of Miami Beach,
Florida. The Corporation will distribute its income for each tax year at a time and in a
manner as not to become subject to the tax on undistributed income imposed by
Section 4942 of the Code; the Corporation will not engage in any act of self-dealing as
defined in Section 4941(d) of the. Code; the Corporation will not retain any excess
business holdings as defined in Section 4943(e) of the Code; the Corporation will not
make any investments in a manner as to subject it to tax under Section 4944 of the
Code; and the Corporation will not make any taxable expenditures as defined i n section
4945 of the Code.
ARTICLE 5 — MEMBERSHIP AND CORPORATE EXISTENCE
The Corporation shall have members the qualification for which shall be set forth in the By Laws
of the Corporation. The Corporation shall have perpetual existence.
ARTICLE 6 - BY-LAWS
The initial By-Laws of the Corporation shall be adopted by the first elected Board of Directors of
the Corporation. Thereafter, the power to amend, alter or repeal any part or all of the By-Laws of
the Corporation shall be vested in the Board of Directors of the Corporation unless otherwise
provided in the By-Laws of the Corporation.
2
ARTICLE 7- DIRECTORS
The qualifications, manner of election, duties, terms and other matters relating to the Board of
Directors of the Corporation shall be provided in the By-Laws of the Corporation as amended
from time to time in accordance therewith. The first Board of Directors shall be elected by the
Incorporator.
ARTICLE 8- INDEMNIFICATION OF OFFICERS AND DIRECTORS
Each person who acts as director or officer of the Corporation shall be indemnified as and to the
extent provided in the By-Laws of the Corporation.
ARTICLE 9 — REGISTERED AGENT AND REGISTERED OFFICE
The Registered Agent for the Corporation shall be Amy Mehu and the registered office
shall be located at 975 41st St. Suite#600, Miami Beach, FL 33140; or such other
person or other place that the Board of Directors shall from time to time direct, within the
appropriate notice to the Secretary of State in accordance with law.
ARTICLE 10 - INITIAL INCORPORATOR
The Initial Incorporator of the Corporation who is executing these Articles of Incorporation is Ira
Giller, whose address is 975 Arthur Godfrey Rd. #600, Miami Beach, Florida 33140.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand and seal
hereon, this 6t" day of July, 2023.
Ira Giller, Incorporator
3
BY-LAWS
of
41ST ST. BUSINESS IMPROVEMENT DISTRICT,INC.,
a Florida Not-for-Profit Corporation
Section 1. Definitions. Purposes and Powers.
1.1 Name. The name of this Corporation shall be 41st ST.BUSINESS IMPROVEMENT
DISTRICT, INC. or "41st ST. BID". It is a not-for-profit corporation organized and existing
under the laws of the State of Florida.
1.2 Definitions. The quoted terms set forth below will have the following meanings unless
otherwise required by the context in which they may be used:
1.2.1 "Act" means the Florida Not for Profit Corporation Act, Chapter 617, Florida
Statutes.
1.2.2 "Authorized Owner Representative" means, at any time, a natural person who
at such time has been designated in writing to the Corporation by a Member as the person who is
authorized to represent such Member in all matters either relating to or affecting the Corporation,
including but not limited to voting;provided that such person is an executive officer, shareholder,
partner or manager with direct operational responsibility for the business of the Member conducted
on such property.
1.2.3 "Authorized Tenant Representative" means, at any time, a natural person who
at such time has been designated in writing to the Corporation by a ground floor tenant of a Member
in the District as the person who is authorized to represent such tenant in all matters either relating to
or affecting the Corporation; provided such person is an executive officer, shareholder, partner or
manager with direct operational responsibility for the business of such tenant conducted in the
District.
1.2.4 "Articles of Incorporation" means the Articles of Incorporation of the
Corporation filed with the Department of State of Florida and any amendments thereto.
1.2.5 "Board" or "Board of Directors" means the Board of Directors of the
Corporation elected as provided in these By-Laws.
1.2.6 "City" means the City of Miami Beach, a municipal corporation organized
under Florida law.
1.2.7 "City's Authorized Representative" means an individual who shall be
appointed by the City Manager, in his or her sole discretion and authority, after consultation with the
Executive Committee and the Board of Directors. The City's Authorized Representative shall be a
non-voting, ex-officio member of both the Board of Directors and Executive Committee of the
Corporation.
117
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
1.2.8 "Code" means the Internal Revenue Code of 1986, as amended, or the
corresponding provision of any future United States Internal Revenue Law.
1.2.9 "Corporation" means 41st ST. BUSINESS IMPROVEMENT DISTRICT,
INC, a Florida not-for-profit corporation.
1.2.10 "Director" means an individual who is a member of the Board as described in
Section 4.
1.2.11 "District" has the meaning specified in the Articles of Incorporation.
1.2.12 "Entire Board" means, at any time, the total number of then authorized
Directors, assuming no vacancies.
1.2.13 "Executive Director" means an individual employed by the Corporation upon
the approval of the Board as described in Section 7.6.
1.2.14 Executive Committee" means the committee of the Board constituted as
provided in Section 5.1.
1.2.15 "Majority"means in excess of 50 percent of the applicable total number.
1.2.16 "Member" means an individual or entity who/which qualifies as a Member in
accordance with Section 3.
1.2.17 "Officer"means one or more of the positions described in Section 7.
1.2.18 "President"means the President of the Corporation as set forth in Section 7.5.1.
1.2.19 "Proxy"means one who is authorized to vote on behalf of a Member,but in no
case may a Proxy vote at a meeting of the Board of Directors.
1.2.20 "State"means the State of Florida.
1.2.21 "Tenant"means any person or entity entitled to occupy property in the District
under a lease or rental agreement.
The above definitions shall be equally applicable to the singular and plural forms thereof. References
in these By-Laws to "Section" means a section of these By-Laws unless otherwise indicated.
1.3 Statement of Purpose. The Corporation is organized and to be operated as a business
league within the meaning of Section 501(c)(6) of the Code. The purposes of the Corporation
shall be to foster the growth and vitality of the 41st Street retail corridor, a vital thoroughfare that
connects people and businesses in Miami Beach, through promotion, management, marketing,
and other similar services, as specifically authorized under Section 170.01, Florida Statutes. The
By-Laws of 41st St. Business Improvement District
2
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
Corporation will pursue these goals by (i) supporting the growth and vitality of the 41st Street
Corridor, including economic development and advocacy initiatives (for example, by making
advisory recommendations regarding private development projects, master planning exercises,
and/or public improvement projects, including projects funded through the City's General
Obligation Bond Program); (ii) transforming 41st Street into a thriving commercial hub that
serves the needs of the surrounding community and visitors by creating a synergy among
Members and Tenants that attracts a diverse mix of businesses and amenities; (iii) prioritizing
business needs, thereby creating a dynamic setting that caters to everyone, enhancing the
commercial, cultural, and social fabric of the area; and (iv) working towards the 41ST ST BID's
vision for the future, one that combines various merchants and uses to ensure a vibrant and
pedestrian-friendly 41st Street environment. In furtherance of this purpose, the Corporation will
encourage a spirit of cooperation and maintenance of high standards among its Members and
Tenants and will work toward increasing commercial and community activity within the District.
1.4 Powers of the Corporation. Except as limited by the Articles of Incorporation and
these By-Laws,the Corporation shall have and exercise all rights and powers in furtherance of its
purposes as are now or may hereafter be conferred on not-for-profit corporations pursuant to the
Act and in accordance with other applicable law.
1.5 Limitations on Activities.
(a) No part of the net earnings of the Corporation shall inure to the benefit of, or
be distributable to any Member, Director or Officer or any other private individual (except that
reasonable compensation may be paid for services rendered to or for the Corporation in effectuating
one or more of its purposes), and no Member, Director or Officer, or any other private individual,
will be entitled to share in the distribution of any of the corporate assets upon dissolution of the
Corporation, except as provided in Section 1.5(c).
(b) Notwithstanding any other provision of the Articles of Incorporation or these
By-Laws,the Corporation shall not conduct or carry on any activities not permitted to be conducted
or carried on by an organization exempt from taxation under Section 501(c)(6) of the Code.
(c) Upon dissolution of the Corporation, the Board, after paying or making
provisions for the payment of all of the liabilities of the Corporation out of the assets thereof, shall
distribute all residual assets of the Corporation in a manner that is consistent with the Code(as defined
in Section 1.2); provided, however,that any residual assets of the Corporation that are proceeds from
special assessments levied by the City of Miami Beach shall be returned and remitted to the City for
distribution, on a pro rata basis,to affected Members.
By-Laws of 41st St. Business Improvement District
3
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
Section 2. Offices and Registered Agent.
The Corporation shall have and continuously maintain, in the State, a registered office and
registered agent(whose office will be identical with such registered office)and may have such other
offices within or outside the State as the Board may from time to time determine.
Section 3. Membership.
3.1 Qualification. Members shall consist of the owners of any parcel of real property
located within the District, except for owners of: (i) residential property; (ii)property owned by a
City, County, State, or Federal governmental entity or school district; and (iii) properties owned
or occupied by a religious institution and used as a place of worship or education (as defined in
Section 170.201(2),Florida Statutes).
3.2 Voting Rights. Each voting Member shall have one vote for each tax folio for each
property it owns in the District. In the case of a Member which is not a natural person, such
Member shall designate an Authorized Owner Representative who shall exercise such Member's
right to vote as a Member. Only owners of real property located within the District, who are
current in payment of their District assessments, shall be entitled to vote. Only an Authorized
Owner Representative or designated Proxy shall be permitted to vote by proxy on behalf of a
Member. Voting by proxy or by absentee ballot shall be permissible for any election of Directors
or on any other matter to be voted upon by Members entitled to vote. However, Directors may
NOT vote by proxy or absentee ballot on matters before the Board for a vote.
3.3 Meetings of Members.The annual meeting of the Members shall be held at a time and
place to be determined by the Executive Committee within sixty (60) days of the end of each
fiscal year(as defined in 8.8). The Secretary of the Corporation shall send notice of the time and
place of each annual meeting of the Corporation to each voting Member at least thirty (30) days
prior to the date set for the meeting. In lieu of mailing such notice,the Executive Committee may
authorize electronic mail delivery as provided in Section 8.10.1. At the annual meeting, the
Members shall: (i)hear reports from the Board,the President and the Executive Director, (ii)elect
Directors for the ensuing year, and (iii) transact such other business as may lawfully come before
the meeting. In addition, special meetings of the Members, for any purpose, may be called at any
time upon written notice mailed or emailed at least ten (10) days in advance of such meeting.
Such special meetings shall be called at the instance of a majority of the Executive Committee, a
majority of the Board or upon written request of twenty percent (20%) or more of the voting
Members. A quorum for the conduct of business at any meeting of the Members shall consist of
a minimum of fifty percent(50%)plus one of the total number of voting Members. Any measure
requiring a vote of the Members shall require approval by a majority of the Members present at
the meeting, except that the approval of a majority of the total number of voting Members shall
be required to approve the Corporation's annual budget.
3.4 Telephonic (or Virtual) Member Participation in a Meeting of the Members. One or
more Members (including Authorized Owner and/or Tenant Representatives) may participate in
By-Laws of 41st St. Business Improvement District
4
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
a meeting of Members by means of a conference telephone or similar internet (virtual)
communications equipment by means of which all persons participating in the meeting can
communicate with each other at the same time. Participation in a meeting pursuant to the
foregoing sentence shall constitute presence in person at such meeting. Notwithstanding the
foregoing, the provisions of this section shall not apply to meetings of the Board of Directors or
Executive Committee.
Section 4. Board of Directors.
4.1 General Powers. All of the business and affairs of the Corporation shall be managed
by, and under the direction of, the Board in a manner consistent with the Act, these By-Laws and
other applicable laws and regulations. The Board shall make appropriate delegations of authority
to the Officers.
4.2 Qualifications of Directors. Directors need not be residents of the State or Members;
provided that each Director shall be at least eighteen (18)years of age at the time of election.
4.3 Number and Classification of Directors. The Board shall consist of nine (9) voting
Directors and up to four (4) ex officio, non-voting Directors, including the City's Authorized
Representative. At least seven (7) Directors must be Members or Authorized Owner
Representatives, and up to two (2) Directors may be ground floor Tenants of Members in the
District or Authorized Tenant Representatives. The total number of Directors, including those
who vote and those who do not vote, shall be determined from time to time by a majority vote of
the Entire Board upon the recommendation of the Executive Committee. No reduction in the
number of voting Directors shall shorten the term of any incumbent voting Director. The voting
Directors shall be classified with respect to their terms of office by dividing them into three classes
consisting,as nearly as possible,of an equal number of the voting Directors. Each voting Director
shall hold office until the Director's successor shall have been elected and qualified or until the
Director's earlier resignation, removal from office or death. At each annual election, the
successors to the class of Directors whose terms shall expire that year shall be elected to hold
office for a term of three (3)years, so that the term of office of one class of Directors shall expire
in each year. Each ex-officio Director, except the City's Authorized Representative, shall serve
at the pleasure of the Board but in no event longer than such person holds the position that result
in the person becoming an ex-officio Director. For example, if the City's Authorized
Representative's employment with the City terminates for any reason whatsoever, then that
person shall cease being an ex officio Director.
Composition of Board of Directors. Each voting Director shall be a person who is either
(i) a Member, (ii) an Authorized Owner Representative, (iii) a ground floor Tenant of a
Member in the District or (iv) an Authorized Tenant Representative. The non-voting ex
officio Directors shall be composed of:
(a) The City's Authorized Representative; and
By-Laws of 41st St. Business Improvement District
5
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
(b) Up to three (3) other persons appointed by the Executive Committee.
4.4 Election of Directors.
4.4.1 Nominating. There shall be a Nominating Committee (the "Nominating
Committee") consisting of three (3) members of the Executive Committee chosen by the President
and approved by the Executive Committee plus one(1)Director who is not a member of the Executive
Committee plus one(1) Member who is not a Director. The Nominating Committee shall nominate
individuals to serve on the Board.
4.4.2 Inspectors of Election. The President shall appoint three (3) individuals, who
may be Members, Directors, Officers or Corporation staff personnel, chosen by the President and
approved by the Executive Committee(collectively,the"Inspectors of Election"). The same persons
who serve on the Nominating Committee may also be Inspectors of Election; however, no nominee
for any office shall be eligible to serve as an inspector of election in connection with any election in
which such nominee is a candidate for office.
4.4.3 Procedure. No later than forty-five (45) days prior to the annual meeting of
Members, the Nominating Committee shall meet and consider nominations for the position of
Director. No person shall be nominated by the Nominating Committee unless the Nominating
Committee shall have first obtained that person's consent in writing to run, if nominated and to serve
if elected.
(a) Nominations for Directors may be made by a petition of the Members
delivered to the Secretary/Treasurer of the Corporation, not later than thirty (30) days prior to the
annual meeting and signed by fifteen(15) Members. Such a petition shall bear the written acceptance
of the person so nominated. The nominations contained in such petition shall be included in the ballot
for the annual meeting.
(b) No later than twenty (20) days prior to the annual meeting, the
Secretary of the Corporation or the Inspectors of Election shall cause to be prepared for mailing to all
Members entitled to vote, ballots listing the number of Director positions to be filled at the election,
with the names of all candidates. The ballots shall also allow for a voting Member to write in
additional candidates for Director on the ballot and to cast a vote for the additional candidate or
candidates so written in.
(c) In addition to the ballots, the Secretary shall mail to each Member,
entitled to vote, (i) a blank envelope in which said Member's marked ballot shall be enclosed and (ii)
a return addressed envelope that the Member shall sign and put said Member's name and return
address so that each envelope can be checked to determine that the ballot has been returned by a
Member who is eligible to vote. All such envelopes which shall be received by the Corporation not
later than the commencement of the annual meeting, including those delivered by hand, shall be
turned over to the Inspectors of Election. The Inspectors of Election shall verify the eligibility of the
senders, open the mailing envelopes and cause the ballots contained therein to be tabulated. In
By-Laws of 41st St.Business Improvement District
6
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
addition,any Member may receive a ballot and vote in person at the annual meeting. The Inspectors
of Election shall maintain a list of those Members who shall have voted as evidenced by the receipt
of their ballot envelopes. The Inspectors of Election shall tabulate the ballots at the annual meeting
and the candidates receiving the greatest number of votes, up to the number of Directors to be elected,
shall be the Directors and declared duly elected effective at the time that the ballots are tabulated.
The results of the balloting shall be formally announced by the President at the annual meeting of
Members.
4.5 Competence and Training. As members of the Board of the Corporation, which will
expend and oversee the use of special assessments levied by the City of Miami Beach, the Board of
Directors shall be required to maintain a level of competence and remain up to date on Federal and State
laws and regulations applicable to nonprofit corporations and special assessment districts organized under
Florida law. Such level of competence shall be similar to other similar not-for-profit business
improvement districts in South Florida.This shall include,without limitation,attending orientations(upon
election to the Board) and regular training seminars. Such training shall include, but not be limited to,
Chapter 189, Florida Statutes, known as the Uniform Special District Accountability Act; Florida's
Government-in-the-Sunshine Law, set forth in Chapter 286, Florida Statutes;the Public Records Act,
set forth in Chapter 119, Florida Statutes; and any other state requirement governing accountability
and oversight of special taxing or special assessment districts.
4.6 Term of Office for Directors. Each Director shall serve for a term of three (3) years
except as otherwise provided in Section 4.3. Directors may serve a maximum of two(2) consecutive
terms (for an aggregate term of six (6) years), unless such limitation is waived by a majority of the
members of the Executive Committee;provided, however, that, subject to the limitation in Section
4.14, a person who is elected by the Board to fill a vacancy on the Board, who will serve to the next
annual meeting may serve for up to two (2) consecutive three-year terms thereafter. After being off
the Board for one (1) year, a former Director shall again be eligible for nomination and election to
the Board. The provisions of this paragraph shall not apply to the City's Authorized Representative.
4.7 Regular Meetings. Regular meetings of the Board shall be held not less than four (4)
times a year(with at least one (1) meeting in each quarter-annual period), at such times and places in
Miami Beach, Florida as the Executive Committee may determine. The first regular meeting of the
Board shall be held within sixty (60) days after the election of Directors.
4.8 Special Meetings. Special meetings of the Board may be called by or at the direction
of either the President, Vice-President or upon the written request of six (6) Directors, such meeting
to be held at such time and place as will be designated in the notice thereof, provided that the place
of special meetings of the Board shall be in Miami Beach, Florida.
4.9 Notice and Conduct ofMeetings. All meetings of the Executive Committee;the.Board
of Directors; any committee, task force, or council; and/or general membership of the Corporation
shall be subject to the requirements of Florida's Government-in-the-Sunshine Law, set forth in
Section 286.011,Florida Statutes(e.g.,such meetings shall be publicly noticed and open to the public,
and minutes of each meeting shall be promptly recorded and subject to public inspection). Except as
By-Laws of 41st St. Business Inzprovernent District
7
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
otherwise provided herein,notice of the time and place of any regular or special meeting of the Board
shall be provided to each Member and Director at least three(3)days prior to such meeting in writing,
by facsimile/telefax, electronic mail or posting to the Corporation's internet website/social media, or
by telephone, electronically, or word of mouth,provided that the giving of any oral notice shall be
recorded in the minutes of the meeting by statement of the Officer, Director or employee giving such
notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting
shall constitute a waiver of notice of such meeting by that Director, except where the Director attends
a meeting for the express purpose of objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meetings of the Board need be specified in the waiver of notice of
such meeting. Notice shall also be posted in a conspicuous place in the office of the Corporation.
4.10 Quorum. The greater of(i) six (6) or (ii) a majority of the Directors shall
constitute a quorum for the transaction of business at any meeting of the Board, unless otherwise
specifically provided by law, the Articles of Incorporation or these By-Laws. Attendance shall
be in person. If less than a majority of the Directors are present at such meeting, one-third (1/3)
of the Directors actually present may adjourn the meeting from time to time without further notice,
until a quorum is present.
4.11 Manner of Acting.
4.11.1 Formal Action by Board. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number
is required by the Act, the Articles of Incorporation or these By-Laws.
4.11.2 Action by Board. No action of the Board shall be valid unless taken at a
meeting at which a quorum is present.
4.12 Resignations and Removal. Any Director may resign from the Board at any
time by giving written notice to the President or the Secretary and, unless otherwise specified
therein, the acceptance of such resignation will not be necessary to make it effective. Any
Director, except the City's Authorized Representative, may be removed from office at any time
with or without cause by a vote of two-thirds(2/3) of the Entire Board at a meeting called for that
specific purpose. If a Director, other than the City's Authorized Representative, is absent without
adequate reason, as determined by the President, from thirty-three percent (33%) of the regular
meetings scheduled for the fiscal year, such Director may be removed from office by a majority
vote of the Entire Board
4.13 Proxies. At Member meetings, a Member may vote by proxy executed in
writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting. A Director may not vote by
proxy. Directors must be present at the time of voting on any action of the Board.
By-Laws of 41st St. Business Improvement District
8
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
4.14 Vacancies. Any vacancy occurring in the membership of the Board will be
filled by a majority vote of the Board, and such appointee shall serve as Director until the next
annual meeting at which time the Members shall elect a new Director to fill the remaining
unexpired term of such Director's predecessor in office.
4.15 Compensation. Directors, as such, will not receive any stated salaries or
compensation for their services; provided, however, that subject to the provisions herein
concerning self-dealing,nothing herein contained will be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation therefor subject to the
requirements set forth in Section 8.1.
Section 5. Executive Committee.
5.1 Composition and Election. There shall be an Executive Committee consisting of the
President, Vice President, Secretary and Treasurer of the Corporation, the City's Authorized
Representative, and one non-officer Director to be elected annually by the Board at its annual
meeting;provided, however,that each voting member of the Executive Committee shall either be
a property owner within the District or a principal owner of an entity which is a property owner
within the District. The City's Authorized Representative shall serve as an ex officio (non-voting)
member of the Executive Committee.
5.2 Authority and Restriction. The Executive Committee shall be responsible for carrying
out the overall program of the Corporation within the policy as set forth by the Board and shall
appoint all committees (other than the Executive Committee) of the Corporation. The Executive
Committee shall exercise the full powers of the Board in the management of the Corporation
during periods between meetings of the Board, except for those actions prohibited to such
committee by these By-Laws or the Act. The Executive Committee shall not have the power to
amend these By-Laws or the Articles of Incorporation or appoint Officers of the Corporation.
Any powers authorized herein to be exercised by the Executive Committee may be also exercised
by the Board at a duly constituted meeting. All significant actions taken by the Executive
Committee shall be brought to the attention of the Board at the next succeeding meeting of the
Board.
5.3 Term and Vacancies. Members of the Executive Committee, except for the City's
Authorized Representative, shall hold office for a period of one (1) year or until their successors
are duly elected and qualified. Vacancies on the Executive Committee may be filled by the Board
at any meeting, or in the interim between meetings of the Board, may be filled temporarily by the
President until the next regularly scheduled meeting of the Board.
5.4 Quorum and Voting. A majority of the total number of voting members of the
Executive Committee shall constitute a quorum at any duly called meeting of the Executive
Committee. The majority vote, but in no event less than three (3), of those members of the
Executive Committee present at a meeting at which a quorum is participating shall constitute the
act of the Committee. The Executive Committee shall establish its own rules and procedures for
By-Laws of4lst St. Business Improvement District
9
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
matters not covered by these By-Laws;however, such rules shall not conflict with these By-Laws.
5.5 Meetings. Regular meetings of the Executive Committee shall be held monthly or as
often as is necessary to conduct the affairs of the Corporation at such times and places as the
President may determine; special meetings may be called at any time by the President or any three
(3) other members of the Executive Committee.
Section 6. Committees. Task Forces and Councils.
The Executive Committee by resolution may form from time to time such other
committees, task forces or councils as may be deemed desirable in forwarding the program of the
Corporation,and each of such committees shall exercise and perform such duties as may be prescribed
by the Executive Committee in such resolution. Members shall be appointed by the Executive
Committee by resolution. Members of each such committee shall be composed of Directors, if the
committee is authorized to perform duties normally considered duties of the Board or the Executive
Committee. Other committees may be composed of persons who are not Directors, but shall be
composed of representatives of Members.No such committee shall have the authority to take actions
prohibited to such committee by the Act. Each committee shall have two (2) or more members, and
shall serve at the pleasure of the Executive Committee. The term of service of each member of a
committee shall be determined by the Executive Committee.
Section 7. Officers.
7.1 Officers. The Officers of the Corporation shall be a President, a Vice-President(s), a
Secretary,and a Treasurer who shall also be Directors. The Corporation may, at the discretion of
the Executive Committee, provide for different categories of Officers and may have additional
Officers to those enumerated above. No person may simultaneously hold more than one(1)office
of the Corporation. The duties of the principal executive Officers are set forth herein. When the
incumbent of an office is unable to perform the duties thereof or when there is no incumbent of
an office(both such situations referred to thereafter as the"absence"of the Officer), the duties of
the office will, unless otherwise provided by the Executive Committee or these By-Laws,. be
performed by the next Officer set forth in the following sequence: President, Vice President,
Secretary and Treasurer.
7.2 Appointment and Tenure. All Officers shall be elected each year by the Board at a
meeting to be held immediately following the annual meeting of the Members, but not later than
thirty (30) days following such annual meeting. Each such Officer shall hold office beginning
with the adjournment of such meeting of the Board and until the Officer's successor has been duly
elected and qualified, or until the Officer's earlier death, resignation or removal from office.
Officers may be elected to serve one or more successive terms by the Board;provided, however,
that the term of the President shall be limited to three (3) consecutive years. After not serving as
President for one (1) year, a former President shall again be eligible for nomination and election
to the Office of President.
By-Laws of 41st St.Business Improvement District
10
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
7.3 Resignations and Removal. Any Officer may resign at any time by giving written
notice to the President, and, unless otherwise specified therein,the acceptance of such resignation
will not be necessary to make it effective. Any Officer may be removed with or without cause by
the Board whenever, in its judgment,the best interest of the Corporation would be served thereby,
by majority vote of the Entire Board.
7.4 Vacancies. A vacancy in any office may be filled by the Executive Committee for the
unexpired portion of the term.
7.5 Duties of Officers.
7.5.1 President / Chair of Board of Directors. The President shall be the chief
executive officer of the Corporation, a voting Director and a voting member of the Executive
Committee. Subject to the directions of the Board and the Executive Committee, the President shall,
in general, supervise and control all the business and affairs of the Corporation. The President shall
have the power to preside at, and shall be responsible for chairing, all meetings of the Board and all
Executive Committee meetings. The President shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board or the Executive Committee from
time to time.
7.5.2 Vice President / Vice Chair of the Board of Directors. In the absence of the
President, or in the event of the President's death, resignation or refusal or inability to act, the Vice
President shall perform the duties of the President and, when so acting, shall have all the powers and
be subject to all restrictions upon the President. The Vice President shall be a voting Director and a
voting member of the Executive Committee. The Vice President shall perform such duties and have
such other powers as the Board shall prescribe or as the President may from time to time delegate.
7.5.3 Secretary. The Secretary shall have custody of and maintain all of the
corporate records, except the financial records, shall record the minutes of all meetings of the
Members and the Board, shall send all notices of meetings out and shall perform such other duties as
may be prescribed by the Board or the President. The Secretary shall be a voting Director and a
voting member of the Executive Committee.
7.5.4 Treasurer. The Treasurer shall supervise the Executive Director in the
performance of duties as custodian of corporate funds and financial records. The Treasurer shall be
a voting Director and a voting member of the Executive Committee.
7.6 Executive Director. Employment of the Executive Director will be subject to approval
of the Board and will serve at the pleasure of the Board. The Executive Director will serve as the
chief administrative officer of the Corporation and as such, will devote time, attention, skills and
efforts to the affairs of the Corporation as shall be determined by the Board. The Executive
Director's compensation shall be set from time to time by the Executive Committee. The
performance of the Executive Director shall be evaluated by the Executive Committee on an
annual basis. The Executive Director shall be responsible for the administration of the affairs of
By-Laws of 41st St. Business Improvement District
11
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
the Corporation and execution of policy as directed by the Board, subject to the supervision and
control of the President. The Executive Director will have the following responsibilities:
7.6.1 Serve as staff to the Executive Committee and the Board.
7.6.2 Serve as staff to all other committees, task forces and councils.
7.6.3 Serve as a professional consultant and facilitator to the Officers,the Board, the
Executive Committee, task forces, councils and committees of the Corporation in formulating
objectives, programs, policies and in planning, coordinating and executing programs of the
Corporation.
7.6.4 Represent and serve as an advocate for the Corporation before the City of
Miami Beach and throughout Miami-Dade County.
7.6.5 Have custody of all corporate funds and financial records subject to the
supervision and control of the Treasurer, keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of the Board, all in accordance with
the policies and procedures to be adopted by the Board regarding the custody, disbursement and
accounting of corporate funds.
7.6.6 Serve as the chief administrative officer of the Corporation, including,without
limitation, performance of the following duties: (a) have responsibility for the employment,
supervision and termination of employment of the Corporation's staff; (b) keep or causing to be kept
all official records of the organization, including the maintenance and control of the budget; (c)
present budget recommendations to the Board; (d) act as one of the individuals designated by
resolution of the Board to co-sign checks up to an established dollar amount on accounts of the
Corporation,and approve disbursements as provided by resolution of the Board;and(e)perform such
other duties as are ordinarily incident to the position of chief operating officer or as may be assigned
by the Board or President.
7.7 Compensation. The balance of the Officers shall serve without compensation.
7.8 Bonds of Officers. The Board may secure the fidelity of any or all of its Officers,
employees and/or agents by bond or otherwise, on such terms and with such surety or sureties,
conditions, penalties or securities as arc required by the Executive Committee. The premium or
premiums for such bond or bonds shall be paid out of the corporate funds of the Corporation.
7.9 Delegation. The President may delegate temporarily the powers and duties of any
Officer, in case of such Officer's absence or for any other reason,to any other Officer. In addition,
the Executive Committee may authorize the delegation by any Officer of any of such Officer's
powers and duties to any agent or employee, subject to the general supervision of such Officer.
By-Laws of 41st St. Business Improvement District
12
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
Section 8. Miscellaneous.
8.1 Interest of Directors and Officers in Contracts. Any contract or other transaction
between the Corporation and (a) any Director, (b) any Officer, or (c) any corporation, limited
liability company, unincorporated association, business trust, estate, partnership, trust, joint
venture, individual or other legal entity (each, a "Legal Entity") (i) in which any Director or
Officer has a material direct or indirect financial interest or is a shareholder, partner, member,
manager or other equity owner, or (ii) of which any Director or Officer is a director, officer,
managing partner, managing member,manager or trustee(collectively a"Conflict Transaction"),
shall be valid for all purposes if the material facts of the Conflict Transaction and the Director's
or Officer's interest are disclosed or known to the Board, a committee with authority to act thereon,
or the Members entitled to vote thereon, and the Board, such committee, or such Members
authorized, approved or ratified the Conflict Transaction,provided that such Director or Officer
shall not participate in the discussion, vote or be counted in a quorum regarding the matter.
Moreover, any such Director or Officer is precluded from exercising any function of office with
respect to a matter in which such individual has a financial interest.
8.2 Contracts. The Executive Committee may authorize the Executive Director or in the
absence or unavailability of the Executive Director, any Officer of the Corporation, in addition to
the Officers so authorized by these By-Laws,to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation, and such authority may be general or confined
to specific instances.
8.3 Checks. Drafts. Electronic Transfers. Etc. All checks, drafts or other orders for the
payment of money, and all notes or other evidence of indebtedness issued in the name of the
Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in
such manner as, from time to time,may be determined by resolution of the Executive Committee.
In the absence of such determination by the Executive Committee, such instruments shall be
signed by either the President, the Secretary or the Treasurer and countersigned by the Executive
Director.
8.4 Deposits. All funds of the Corporation shall be deposited from time to time to the
credit of the Corporation in one or more such banks, trust companies, securities firms, or other
depositories as the Executive Committee from time to time designate, upon the terms and
conditions determined by the Executive Committee. The Executive Committee may, from time
to time, authorize the opening and keeping, with any such depository as it designates, of general
and special bank accounts or other forms of account and may make such special rules and
regulations with respect thereto,not inconsistent with the provisions ofthese By-Laws,as it deems
necessary.
8.5 Grants and Gifts. The Corporation may accept any grants, contributions, gifts,
bequests, or devises for and consistent with the general purposes, or for and consistent with any
specific purposes, of the Corporation. The Corporation shall comply with any applicable conflict
of interest requirements with respect to any grants that it may receive.
By-Laws of 41st St. Business Improvement District
13
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
8.6 Books and Records. The Corporation shall keep correct and complete books and
records of account and shall also keep records of the actions of the Corporation, which records
shall be "public records" and open to inspection to the public, pursuant to Chapter 119, Florida
Statutes.
8.7 Custody of Corporate Funds; Financial Records. The Board shall periodically adopt
formal policies and procedures regarding the custody, use, disbursement and accounting of
corporate funds. The Executive Director shall strictly abide by such policies and procedures in
the performance of his duties as custodian of corporate funds and shall render periodic
accountings to the Board confirming the Executive Director's compliance with such policies and
procedures. The Treasurer shall be responsible for ensuring that the Executive Director is at all
times in compliance with said policies and procedures.
8.8 Fiscal Year: Accounting Election. The fiscal year of the Corporation shall begin on
October 1St and end on September 30th of each year, and methods of accounting for the
Corporation will be as the Board determines from time to time.
8.9 Seal. The corporate seal of the Corporation shall be circular in form with the words
"41st ST. Business Improvement District, Inc., a corporation not for profit" in the outer edge
thereof and the year of incorporation.
8.10 Notice.
8.10.1 Effective Date of Notices. Unless otherwise specified herein, any notice
required or permitted to be given pursuant to the provisions of the Articles of Incorporation, these
By-Laws or applicable law shall be in writing, shall be sufficient and effective as of the date
published, transmitted by facsimile or electronic mail, personally delivered, or, if sent by mail three
(3) days after being deposited with the United States Postal Service, prepaid and addressed to the
intended recipient at such recipient's last known address as shown in the records of the Corporation.
If the Board authorizes the use of electronic mail, the same shall be effective when sent to the email
address of the recipient on file with the Corporation.
8.10.2 Waiver of Notice. Whenever any notice is required to be given under the
provisions of the Act,or under the provisions of the Articles of Incorporation,these By-Laws or other
applicable law,a waiver thereof in writing signed by the person entitled to such notice,whether before
or after the time stated therein, will be deemed equivalent to the giving of such notice to such person.
The attendance of a Member or Director at any meeting will constitute a waiver of notice of such
meeting,except where a Member or Director attends a meeting for the express purposes of objecting
to the transaction of any business on the ground that the meeting is not lawfully called or convened.
8.11 Loans to Officers and Directors and Members Prohibited. No loans shall be
made by the Corporation to any Officer, Director or Member. Any Director who, in violation of
this section,votes for or assents to the making of a loan, and any Director or Officer participating
By-Laws of 41st St. Business Improvement District
14
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
in the making of such loan, shall be jointly and severally liable to the Corporation for the amount
of such loan until the repayment thereof.
8.12 Indemnification of Directors. Officers and Others.
(a) The Corporation shall defend and indemnify any Director or Officer made a
party or threatened to be made a party to any threatened, pending or completed action, suit or
proceeding:
(i) Whether civil, administrative or investigative, other than an action, suit or proceeding
by or in the right of the Corporation, by reason of the fact that such person is or was a Director
or Officer or is or was serving as a director, officer, employee or agent of any other
corporation, partnership, joint venture, trust or other enterprise at the request of the
Corporation, against judgments, fines, amounts paid in settlement and expenses, including
attorneys' fees, actually and reasonably incurred as a result of such action, suit or proceeding
or any appeal thereof, if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interest of the Corporation. The
termination of any such action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent shall not in itself create a presumption that
any such Director or Officer did not act in good faith and in a manner which such person
reasonably believed to be in, or not opposed to, the best interests of the Corporation.
(ii) By or in the right of the Corporation to procure a judgment in its favor by reason of
such person's being or having been a Director or Officer,or by reason of such person's serving
or having served at the request of the Corporation as a director, officer, employee or agent of
any other corporation, partnership, joint venture, trust or other enterprise, against any
expenses, including attorneys' fees, actually and reasonably incurred by such person in
connection with the defense or settlement of such action, or in connection with an appeal
therein, if such person acted in good faith and in a manner such person reasonably believed to
be in,or not opposed to,the best interests of the Corporation. Such person shall not be entitled
to indemnification in relation to matters as to which such person has been adjudged to be liable
for gross negligence or willful or wanton misconduct in the performance of such person's
duties to the Corporation unless, and only to the extent that, the court in which such action or
suit was brought determines upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court will deem proper.
(b) Any indemnification under paragraph (a), unless pursuant to a determination
by a court, shall be made by the Corporation only as authorized in the specific case upon a
determination that amounts for which a Director or Officer seeks indemnification were properly
incurred and that such Director or Officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and that, with respect to any
criminal action or proceeding, lie or she had no reasonable ground for belief that such action was
unlawful. Such determination shall be made either (1) by the Board by a majority vote of a quorum
By-Laws of 41st St. Business Improvement District
15
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
consisting of Directors who were not parties to such action, suit or proceeding, or (2) by a seventy
five percent (75%) super-majority vote of a quorum consisting of Executive Committee Members
who were not parties to such action, suit or proceedings.
(c) The foregoing rights of indemnification shall not be deemed to limit in any
way the power of the Corporation to indemnify under any applicable law.
8.13 Revocability of Authorizations. No authorization, assignment, referral or
delegation of authority by the Board,the Executive Committee or the President to any committee,
Officer, agent, or other official of the Corporation, or any other organization which is associated
or affiliated with, or conducted under the auspices of the Corporation shall preclude the Board
from exercising the authority required to meet its responsibility. The Board shall retain the right
to rescind any such authorization, assignment,referral, or delegation in its sole discretion.
8.14 Employees and Agents of the Corporation. Consistent with and within the
limitation set forth in Section 5.2, the Executive Committee may employ such personnel and/or
enter into agreements with such independent contractors as it deems necessary or desirable for the
efficient operation of the Corporation.
8.15 Rules. The Board may adopt, amend or repeal rules (not inconsistent with
these By-Laws) for the management of the internal affairs of the Corporation and governance of
its Officers,agents,committees and employees. Unless the Board adopts rules of procedure which
shall not be inconsistent with the Articles of Incorporation,these By-Laws or applicable law, the
conduct of all meetings of the Members, Directors and members of Committees shall be in
accordance with the provisions of Robert's Rules of Order.
8.16 Vote by Presiding Officer. The person acting as presiding officer at any
meeting held pursuant to these By-Laws, if a voting member thereof, shall be entitled to vote on
the same basis as if not acting as presiding officer.
8.17 Gender and Number. Whenever the context requires, the gender of all words
used herein shall include the masculine, feminine and non-binary, and the number of all words
will include the singular and plural thereof.
8.18 Section and Other Headings. The Section and other headings contained in
these By-Laws are for reference purposes only and shall not affect the meaning or interpretation
of these By-Laws.
8.19 Severability. Should any of the conditions,terms or covenants herein imposed,
or contained be void or be or become unenforceable at law or in equity,the remaining provisions
of this instrument shall nevertheless be and remain in full force and effect.
By-Laws of 41st St.Business Improvement District
16
As adopted by the Board of Directors of the Corporation on , 2023
and Amended and Restated as of , 2023
Section 9. Amendments to By-Laws.
The power to make, alter, amend or repeal these By-Laws is vested in the Board;
provided, however, that (i) any vote of the Board to take such action shall be composed of not less
than five (5) Directors, and (ii) the Members entitled to vote may alter, amend or repeal these By-
Laws at any duly constituted annual or special meeting of the Members by a vote of not less than two-
thirds (2/3) of all the voting Members,provided that a detailed description thereof is included in the
notice of such meeting. Any such action taken by the Members shall not be subject to alteration,
amendment or repeal by the Board.
By-Laws of 41st St.Business Improvement District
17
EXHIBIT "C"
Budget Narrative and Summary of Services
C-1
41st Street Business Improvement District
Methodology and Services
The 41st Street retail corridor in Miami Beach is a vital thoroughfare that connects people and businesses
throughout the area. As the community continues to evolve, it has become clear that there is a need to
create a Business Improvement District(BID or District)to transform 41st Street into a thriving commercial
hub that better serves the surrounding community and visitors.The BID's purpose is to provide funding
for services that will support the growth and vitality of the 415t Street Corridor, including economic
development, advocacy initiatives, and monitoring of the General Obligation Bond and master planning
for the District.
The BID's vision for the future is one that prioritizes both residential and business needs,creating a diverse
mix of businesses and amenities that cater to everyone. The goal is to create a synergy among tenants
that attracts a variety of merchants and uses.
The 41St Street BID encompasses 62 properties,generally bounded on the west by Alton Road,on the east
by Indian Creek Canal, and consisting of properties abutting West 41st Street/Arthur Godfrey Road. Of
these 62 properties, 42 properties have a Lot Size Ground Floor Retail Use of 50% or more of ">_ 50%
Retail", while 20 properties have a Lot Size Ground Floor Retail Use of less than 50% "<50% Retail".The
BID recognizes that a diverse mix of businesses and amenities is necessary to cater to the needs of the
community and attract a variety of merchants and uses.Therefore,the BID will work to provide services
and resources that benefit all properties within the District, in a manner that is proportionate to the
special assessments levied.
Assessment Methodology
To ensure fairness and equity, the proposed special assessments will be levied upon properties in a
manner that is proportionate to the special benefit derived by each property, based on its ground floor
use.The assessment rate for each property is determined based on the property's primary ground floor
use.Retail establishments,which are defined as properties used for marketing and selling consumer goods
and services, as well as restaurants, will derive a greater special benefit from the BID's services and, as
such,will be assessed at a higher rate.The term "retail"shall exclude offices and medical uses, which will
derive a reduced special benefit from the BID'S services.
• >_50%Retail: Properties with 50%or more of Lot Size Ground Floor Retail Use will be assessed at
the rate of$.50/SF of Lot Size
• <50%Retail:Properties with less than 50%of Lot Size Ground Floor Retail Use will be assessed at
the rate of$.25/SF of Lot Size.
Biennial Increase
To ensure that the BID's budget can grow during crucial impact periods expected over the BID's 10-year
lifespan, the special assessments will increase biennially by 5%. This will allow the BID to continue to
provide valuable services to the District and promote economic growth and vitality.
1
41st Street Business Improvement District
Methodology and Services
Services to be Provided
In year one,the 41St Street BID will prioritize the development of a strong foundation for the future of the
District. This includes the creation of a website and marketing plan to promote and enhance economic
vitality in the area. Additionally, the BID is committed to advocating for the interests of businesses and
property owners within the District by working in a unified voice to establish positive and productive
relationships with the City of Miami Beach.
To achieve our goal of advocating for the interests of businesses and property owners within the District,
the BID is committed to working in a unified voice to establish positive and productive relationships with
our municipal stakeholders. This includes efforts as they pertain to the General Obligation Bond and
master planning for the 41' Street Corridor. Expenses related to advocacy will be allocated towards
promoting and advocating for the district's interests,including attending meetings,and hiring consultants
or lobbyists. Additionally, expenses may be allocated towards media and advertising campaigns to
increase awareness.
As the district evolves and changes over the 10-year lifespan of the BID, services will adapt to meet the
evolving needs of the District. This may include expanding marketing efforts to attract new businesses,
implementing new programs to improve the district's safety,walkability,and accessibility,and advocating
for new policies that benefit the district. The 41st Street BID is dedicated to ensuring that the District
remains a vibrant and thriving hub for the community, now and into the future.
2
41st Street Business Improvement District Corridor
Estimated Budget
ESTIMATED REVENUE
1.Assessment Revenue $195,246.25
ESTIMATED EXPENSES
1.Administrative Expenses
Executive Director,including benefits $90,000.00
2.Office Expenses
Internet $1,000.00
Liability insurance $5,000.00
Office supplies $1,500.00
Postage $1,000.00
Printing $1,000.00
Equipment lease and/or purchase $1,500.00
Cell phone $1,000.00
Accounting fees $4,000.00
Audit fees $3,000.00
Legal fees $1,000.00
Officers/directors insurance $1,000.00
Occ.License $400.00
Meeting expenses $600.00
Total Administrative&Office Expenses: $112,000.00
3. BID Services
Branding and Marketing $20,000.00
Advocacy $11,246.25
Total Marketing Expenses $31,246.25
4.General Expenses
BID Steering Reimbursement $52,000.00
Total General Expenses $52,000.00
Year One BID Expenses $195,246.25
3
41St Street Business Improvement District Corridor
Estimated Budget
The revenues in the proposed budget ($ 195,246.25) represent the total amount of the special
assessments to be collected in the first year of the special assessment district, as detailed in the
Preliminary Assessment Roll.
Administrative and Office Expenses $112,000.00
Administrative and office expenses for the first year of the special assessment district shall total
$112,000.00.
• Staffing costs, including employment benefits,for an Executive Director, $90,000.00.
• Office expenses for liability insurance, supplies, postage, printing, equipment lease(s), annual
report, audit, cell phone, accounting, and directors and officers liability insurance shall total
$22,000.00.
Branding and Marketing $20,000.00
The 41St Street BID will develop a website and a marketing plan to promote and enhance the economic.
vitality of the district. The website will serve as a platform for promoting businesses within the BID,
while the marketing plan will outline the strategies and tactics that will be used to achieve this goal.
Advocacy $11,246.25
Expenses related to advocacy initiatives will be allocated towards promoting and advocating for the
district's interests,including engaging officials, attending meetings, hiring consultants or lobbyists,and
advocating for policies or legislation that would benefit businesses and property owners within the BID.
Additionally, expenses may be allocated towards media and advertising campaigns to increase
awareness.
Other Expenses $52,000.00
During the first year of the 41st Street BID's operation, the property owners who contributed to the
costs of the BID's formation will be reimbursed their contributions.
Total District Expenses: $195,246.25
4
Economic Development
DATE: October 11, 2024
TO: Eric C. Carpenter, City Manager
FROM: Heather Shaw, Economic Development p 1
Assistant Director
SUBJECT: 41st Street BID MOU
Routing: fitfdtg) )0144c_
f iq
x Rickelle Williams City Manager's Office
x Eric Carpenter City Manager's Office
x Rafael Granado Office of the City Clerk
For:
Information Only
X Review and approval
X City Manager's Signature
Other
Comments:
On October 18, 2023, the Mayor and City Commission
adopted Resolution No. 2023-32794, approving and
authorizing the City Manager to execute a Memorandum of
Understanding between the City and the 41st ST. Business
Improvement District, Inc.
The MOU establishes the BID's obligations to: administer
the district; reimburse the City for expenses incurred during
collection of annual assessments; pay an administrative
fee to the City, based on 1% of collections in the previous
year, due commencing in the BID's second year (Fiscal
Year 2025); and submit annual reporting.
Following additional edits incorporated by the City's
Attorney's Office and resulting negotiations, the MOU is
now submitted for review and execution by the City
Manager. Thank you.
Return to:
Justin x 22548